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Warthog PLC (WHOG)

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Friday 29 September, 2006

Warthog PLC

Final Results

Warthog PLC
29 September 2006



                                  Warthog plc


                              Chairman's Statement


                            Year ended 31 March 2006


As has been widely reported in the press Gizmondo Europe Limited was put into
liquidation and the shares in Tiger Telematics Inc. ('TGTL') have become
worthless.


When the common stock in TGTL was received in November 2005 we were unable to
dispose of it, as it was not tradable due to TGTL not having filed its quarterly
financial statements.  The directors tried a number of avenues to try to achieve
realisation but ultimately were not successful.  Consequently the whole of the
investment in TGTL has been fully provided for in these accounts, which show an
audited loss for the year ended 31st March 2006 of £4,000,675.


At its forthcoming AGM on 9 November 2006, Warthog plc will put a resolution to
its shareholders to approve the following active investing strategy as required
under the AIM Rules:


'To preserve so far as possible Warthog plc's cash resources whilst it seeks to
find an acquisition of a business of scale, which would constitute a reverse
takeover under the AIM Rules and for which the consideration would
probably comprise principally the issue of new ordinary shares in Warthog plc.
The Directors, whose experience includes both financial and operational matters,
are primarily seeking a UK-based business from within the wider technology
sector.'


Shareholders should be aware that if Warthog plc does not complete a reverse
takeover or otherwise substantially implement its investing strategy within one
year of the above resolution being passed, its ordinary shares will be suspended
on the AIM market



Ian Templeton

Chairman







Profit and Loss Account


                                              Notes        2006          2005

                                                              £             £

                                       

Other operating expenses (net)                  2       118,629     3,919,257

OPERATING LOSS                                         (118,629)   (3,919,257)

Loss on sale of discontinued operations                       -       281,877
Impairment loss                                 9    (3,888,885)            -

LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST          (4,007,514)   (4,201,134)

Investment income                               3         6,839         1,428

Interest payable                                4             -        (6,223)

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION     5    (4,000,675)   (4,205,929)

Taxation                                        7             -             -

RETAINED LOSS FOR THE YEAR                     14    (4,000,675)   (4,205,929)

(Loss) per ordinary share - basic               8         (1.19)p       (1.25)p
(Loss) per ordinary share - diluted             8         (1.19)p       (1.25)p
                                                          



The operating loss for the year arises from the company's continuing operations.


No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the Profit and Loss Account.




Balance Sheet

                                           Notes         2006             2005

                                                            £                £

FIXED ASSETS
Investments                                  9              -        3,888,885

CURRENT ASSETS
Debtors                                     10              -          186,059
Cash at bank and in hand                              179,391          113,390

                                                      179,391          299,449

CREDITORS: Amounts falling due within one
year                                        11        (23,772)         (32,040)

NET CURRENT ASSETS                                    155,619          267,409

TOTAL ASSETS LESS CURRENT LIABILITIES                 155,619        4,156,294
                                                           
                                                      155,619        4,156,294

CAPITAL AND RESERVES
Called up share capital                     13      3,478,821        3,478,821
Share premium account                       14      9,555,365        9,555,365
Profit and loss account                     14    (12,878,567)      (8,877,892)
                                                           
SHAREHOLDERS' FUNDS                                   155,619        4,156,294

                                                           
Approved by the board on 25 September 2006


I Templeton Director

D Robinson Director



Cash Flow Statement


                                                  Notes    2006           2005

                                                              £              £

Cash flow from operating activities                 16a  59,162     (1,303,195)

Returns on investments and servicing of finance     16b   6,839         (4,795)

Capital expenditure and servicing of finance        16b       -        202,101
                                                              
Acquisitions and disposals of subsidiaries          16b       -        416,667

CASH OUTFLOW BEFORE FINANCING                            66,001       (689,222)

Financing                                           16b       -        119,051

INCREASE/(DECREASE) IN CASH IN THE YEAR                  66,001       (570,171)



RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN DEBT

                                                          2006            2005

                                                             £               £

Increase/ (decrease) in cash in the year                66,001        (570,171)

Change in net debt resulting from cash flows                 -               -

MOVEMENT IN NET DEBT IN YEAR                            66,001        (570,171)

NET FUNDS AT 1 APRIL 2005                              113,390         683,561

NET FUNDS AT 31 MARCH 2006                     16c     179,391         113,390



Basis of accounting

The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.


Basis of consolidation

The company disposed of all of its subsidiaries in November 2004. The financial
statements present information on the Company alone for the current and
comparative year. Previously published financial statements for 2005 were
prepared on a consolidated basis and, therefore, the comparative profit and loss
account and cash flow statement in these financial statements differ from the
results published for 2005.


Investments

Fixed asset investments are stated at cost less provision for diminution in
value.


Deferred taxation

Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements.


Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.


Leased assets and obligations

All leases are 'operating leases' and the annual rentals are charged to the
profit and loss account on a straight line basis over the lease term.


Pension contributions

The amount charged to the profit and loss account in respect of pension costs is
the contributions payable in the year. Differences between contributions payable
in the year and contributions actually paid are shown as either accruals or
prepayments in the balance sheet.





1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION


The Company had no turnover in the year (2005:nil) and the loss arose wholly in
the United Kingdom from the Company's principal activity.


 2   OTHER OPERATING EXPENSES (NET)                    2006               2005
                                                          £                  £

     Administration expenses                        118,629            491,919
     Write off of inter company debit                     -          3,427,338



 3   INVESTMENT INCOME                                    2006            2005
                                                             £               £

     Bank interest receivable                            6,839           1,428



 4   INTEREST PAYABLE                                    2006             2005
                                                            £                £

     On bank overdrafts                                     -            6,223



 5   LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION             2006         2005
                                                                £            £
     Loss on ordinary activities after taxation is stated
     after charging:
     Auditors' remuneration- audit fees                     2,500        7,500
     Auditors' remuneration- non-audit fees: further            -       23,190
     assurance services
     Exceptional costs-write off of inter company balances      -    3,427,338



EXCEPTIONAL ITEMS


As part of the agreement for the sale of its subsidiaries in November 2004 the
company wrote off part of the balances due to it by subsidiaries.



 6   EMPLOYEES                                                     2006    2005
                                                                     No.     No.
     The average monthly number of persons (including directors)
     employed by the Company during the year was:

     Administration                                                  2       5
     Technical and design                                            -       -

                                                                     2       5



                                                        2006              2005
                                                           £                 £
Staff costs for above persons:
Wages and salaries                                    35,000           178,597
Social security costs                                      -            16,212
Other pension costs                                        -             6,401

                                                      35,000           201,210



DIRECTORS' REMUNERATION

Emoluments                                              35,000         178,597
Amounts paid to money purchase pension schemes               -           6,401

                                                     -----------    ------------
Total emoluments                                        35,000         184,998
                                                    ============    ============


                                                                2006       2005
                                                              Number     Number

The number of directors to whom relevant benefits                -          3
are accruing under money purchase pension schemes was:

Emoluments disclosed above include the following amounts paid to the highest
paid director.


                                                              2006       2005
                                                                 £          £

Emoluments for qualifying services                          25,000     45,655
Company pension scheme contributions to money purchase
schemes                                                          -      1,011



7 TAXATION


In view of the losses incurred there is no tax charge for the year (2005:nil).


TAX RECONCILIATION

Factors affecting tax charge for the year

The tax assessed for the year is higher than the
standard rate of corporation tax in the UK of 30%
(2005: 30%). The differences are explained below:
                                                            2006          2005
                                                               £             £

Loss on ordinary activities before tax                (4,000,675)   (4,205,929)

Loss on ordinary activities multiplied by the
standard rate of corporation tax in the UK of 30%
(2005: 30%).                                           1,200,202    (1,261,779)

Effects of:
Unrelieved tax losses                                    (33,536)     (233,578)
Losses not allowable for tax purposes                 (1,166,666)   (1,028,201)

Tax charge/ (credit) for the year                              -             -



8 EARNINGS PER SHARE


Earnings and the number of shares used in the calculations of earnings per share
are set out below:

                                                      2006               2005
                                                         £                  £
Basic:
loss after tax                                  (4,000,675)        (4,205,929)
Weighted average number of shares              336,980,765        336,980,765
EPS (pence)                                          (1.19)p            (1.25)p



Basic and fully diluted earnings are the same due to the loss for the year, as
it is assumed that the options would not be exercised.


The loss reported for 2005 is that of the Company alone. The financial
statements published for 2005 included a consolidated profit and loss account
which showed a profit of £210,342 and earnings per share of 0.06p



    9   FIXED ASSET INVESTMENTS                                           Listed
                                                                     Investments
                                                                              £
        Cost
        At 1 April 2005 and 31 March 2006                             3,888,885

        Provision for diminution in value
        1 April 2005                                                         -
        Provision during year                                         3,888,885

        At 31 March 2006                                              3,888,885

        Net book value
        31 March 2006                                                        -

        31 March 2005                                                 3,888,885

The Company holds 497,866 shares in Tiger Telematics Inc, a company incorporated
in the USA. These shares are considered by the directors to have no value at the
balance sheet date.

  10   DEBTORS                                          2006              2005
                                                           £                 £
       Due within one year:
       Other debtors                                       -           177,570
       Prepayments and accrued income                      -             8,489

                                                           -           186,059



   11   CREDITORS: Amounts falling due within one year       2006         2005
                                                                £            £

        Accruals and deferred income                       23,772       32,040
                                                               


 12   PROVISION FOR LIABILITIES AND CHARGES

The Company has significant tax losses to carry forward. In view of the
Company's current position no deferred tax asset has been provided.
  13   SHARE CAPITAL

                                                            2006         2005
                                                               £            £

       Authorised:
       600,000,000 shares of 1p each                   6,000,000    6,000,000
                                                            
       Allotted, issued and fully paid:
       347,882,123 ordinary shares of 1p each          3,478,821    3,478,821
                                                             

SHARE DISCLOSURES


The Company has granted the following options to subscribe for ordinary shares
of 1p each, as follows:
Grant date           Subscription        Number of  Lapsed in year   Exercise
                                        shares for                    period
                                      which rights
                                   are exercisable
                  price per share
Unapproved share
options:
14 November
2000                       32.0p         156,250               -   14 Nov 2004 -
                                                                     14 Nov 2010



  14   RESERVES                                            Share      Profit and
                                                         premium            Loss
                                                               £         account
                                                                              £
       COMPANY
       At 1 April 2005                                 9,555,365     (8,877,892)
       Retained loss for the year                              -     (4,000,675)
                                                     
       At 31 March 2006                                9,555,365    (12,878,567)
                                                     



 15   RECONCILIATION OF MOVEMENT IN SHAREHOLDERS'           2006          2005
      FUNDS
                                                               £             £

      Profit / (Loss) for the financial year          (4,000,675)   (4,205,929)
      Proceeds from issue of shares                            -       645,937
      Contingent share capital                                 -      (143,443)
                                                        
      Net addition/(reduction) to shareholders'       (4,000,675)   (3,703,435)
      funds
      Opening shareholders' funds                      4,156,294     7,859,728
                                                          
      Closing shareholders' funds                        155,619     4,156,294
                                                           


 16   CASH FLOWS                                            2006          2005
                                                               £             £
a     Reconciliation of operating loss to net cash
      outflow from operating activities
      Operating (loss) on ordinary activities           (118,629)   (3,919,257)
      Operating loss
      Decrease/ (Increase) in debtors                    186,059     2,904,128
      (Decrease) in creditors                             (8,268)     (288,066)
                                                             
      Net cash inflow/(outflow) from operating            59,162    (1,303,195)
      activities
                                                            
b      Analysis of cash flows for headings netted in
       the cash flow

       Returns on investments and servicing of finance

       Interest received                                    6,839         1,428
       Interest paid                                            -        (6,223)
                                                                  
       Net cash outflow from returns on investments         6,839        (4,795)
       and servicing of finance
                                                                 

       Capital expenditure and financial investment

       Sale of intangible fixed assets                         -       202,101

                                                                  
       Net cash inflow from capital expenditure and            -       202,101
       financial investment


       Acquisitions and disposals

       On sale of subsidiary undertakings                      -       416,667


       Financing

       Issue of ordinary share capital                         -       170,000
       Share issue costs                                       -       (50,949)
                                                      
       Net cash inflow from financing                          -       119,051

                                                               

c      Analysis of net debt           At1 April       Cash flow  At31 March 2006
                                          2005               £                £
                                            £

       Cash in hand and at bank       113,390           66,001          179,391

                                   


17 PENSION COMMITMENTS


The Company operated a defined contribution pension scheme for part of 2005. The
assets of the scheme are held separately from those of the company in an
independently administered fund. The pension cost charge represents
contributions payable by the company to the fund and amounted to £Nil (2005:
£6,401).



18 FINANCIAL INSTRUMENTS


The Company currently has no significant operations other than to research
potential investments. It has no financial instruments other than cash, which is
held on short term deposit.


As permitted by FRS 13, short-term debtors and creditors for 2005 have been
excluded from the disclosures, other than the currency disclosures.


a.       Fair values of financial assets and financial liabilities


The fair value of the Company's financial instruments at 31 March 2006 was:

                                           2006                           2005
                  Book Value       Fair Value       Book Value      Fair Value
                            £                 £               £              £

Cash at bank          179,391           179,391         113,390        113,390
and in hand
                ===============  ================  ==============  =============

All fair values have been determined using appropriate market rates as at 31
March 2006 and by discounting relevant cash flows at the prevailing rate.


As at 31 March 2006 the Company had no borrowings.


b. Financial assets


Other than cash at bank the Company has no other financial assets as at 31 March
2006. All financial assets were at floating rates.


c. Financial liabilities


Other than short-term creditors the Company has no other financial liabilities
as at 31 March 2006.


d. Currency exposures


The Company had no currency exposure as at 31 March 2006


e. Borrowing facilities


The Company had no undrawn committed borrowing facilities at 31 March 2006.



19 CONTROL


In the opinion of the directors there is no single controlling party.



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